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Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION OF
PF.NET HOLDINGS, LIMITED
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Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
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FIRST: That the Certificate of Incorporation of PF.Net Holdings, Limited
(the "CORPORATION") was filed with the Secretary of State of the State of
Delaware on October 25, 1999 and a Certificate of Designations was filed with
the Secretary of State of the State of Delaware on October 29, 1999.
SECOND: That the Certificate of Incorporation of the Corporation is
hereby amended to read as follows: by striking out paragraph 1 thereof as it now
exists and inserting in lieu thereof a new paragraph 1 reading in its entirety,
as follows:
"1. The name of the Corporation is PF.Net Communications, Inc.
(hereinafter referred to as the "Corporation")."
THIRD: That the Certificate of Incorporation of the Corporation is
hereby amended to read as follows: by striking out paragraph 4 thereof as it now
exists and inserting in lieu thereof a new paragraph 4 reading in its entirety,
as follows:
"4. The total number of shares of all classes of stock which the
Corporation is authorized to issue is 401,250,000 shares consisting
of:
(1) 400,000,000 shares of common stock, par value $.01 per share (the
"Common Stock"); and
(2) 1,250,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock").
The Board of Directors of the Corporation is expressly authorized to
provide for the issuance of all or any shares of the Preferred Stock in one
or more classes or series, and to fix for each such class or series such
distinctive designations and
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such powers, preferences and rights and such qualifications,
limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issuance of such class or
series and as may be permitted by the General Corporation Law
of the State of Delaware."
FOURTH: Each share of common stock, par value $.01 per share, of the
Corporation issued and outstanding or held in treasury immediately prior to the
filing of this amendment is automatically and without further action by the
holder thereof converted to two (2) shares of Common Stock upon the filing of
this amendment.
FIFTH: That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware by the written consent of the stockholders of the Corporation in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
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IN WITNESS WHEREOF, I have subscribed this document on the date set forth below
and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by me and are true and correct.
Date: April 3, 2000
PF.NET HOLDINGS, LIMITED
/S/ CHARLES ZITO
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NAME: CHARLES ZITO
Title: Assistant Secretary
